Nu-Med Plus (NUMD) 10-Q 14 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 14, 2017
Document and Entity Information:
Entity Registrant Name	Nu-Med Plus, Inc.
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Entity Central Index Key	1,543,637
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		38,062,269
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
Trading Symbol	numd

Nu-Med Plus, Inc. Condensed Bal

Nu-Med Plus, Inc. Condensed Balance Sheets (unaudited) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current assets
Cash	$ 409,313	$ 12,450
Total current assets	409,313	12,450
Long-term assets
Property and equipment, net	50,095	23,083
Total long-term assets	50,095	23,083
Total assets	459,408	35,533
Current liabilities
Accounts payable	0	5,065
Accounts payable - related party	2,000	4,000
Accrued expense	80,566	66,079
Equipment loan - current portion	9,399	0
Convertible promissory notes	309,910	315,902
Derivative liability	0	4,083,787
Total current liabilities	401,875	4,474,833
Long-term liabilities
Equipment loan - long-term portion	12,558	0
Total liabilities	414,433	4,474,833
Stockholders' equity (deficit)
Preferred stock; $0.001 par value per share; 10,000,000 authorized; no shares issued and outstanding, respectively.	0	0
Common stock; $0.001 par value per share; 90,000,000 authorized; 37,742,269 and 37,241,744 shares issued and outstanding, as of September 30, 2017 and December 31, 2016, respectively.	37,742	37,242
Additional paid-in capital	3,708,657	3,580,348
Stock subscription payable (2,612,848 and 75,000 common shares, as of September 30, 2017 and December 31, 2016, respectively)	650,520	24,675
Accumulated deficit	(4,351,944)	(8,081,565)
Total stockholders' equity (deficit)	44,975	(4,439,300)
Total liabilities and stockholders' equity (deficit)	$ 459,408	$ 35,533

Nu-Med Plus, Inc. Balance Sheet

Nu-Med Plus, Inc. Balance Sheet (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position
Preferred stock authorized	10,000,000	10,000,000
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Common stock authorized	90,000,000	90,000,000
Common stock par value	$ 0.001	$ 0.001
Common stock issued	37,742,269	37,241,744
Common stock outstanding	37,742,269	37,241,744
Stock subscription shares	2,612,848	75,000

Nu-Med Plus, Inc. Condensed Sta

Nu-Med Plus, Inc. Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement
Revenue	$ 0	$ 0	$ 0	$ 0
Operating expenses
General and administrative expense	58,555	4,525	137,283	20,447
Payroll expense	11,527	11,486	34,099	32,078
Rent expense	4,287	5,166	12,416	13,494
Professional and consulting fees	59,794	672,751	126,022	868,072
Depreciation expense	3,586	1,787	8,958	5,361
Total operating expenses	137,749	695,815	318,778	939,452
Operating Loss	(137,749)	(695,815)	(318,778)	(939,452)
Other income/expense
Interest expense	(5,228)	(5,559)	(13,878)	(16,590)
Amortization of debt discount	0	(6,875)	(21,508)	(20,625)
Gain on extinguishment of debt	0	0	6,716,358	0
Gain (loss) on derivative	0	(63,926)	(2,632,571)	10,948,770
Total other income (expense)	(5,228)	(76,360)	4,048,399	10,911,555
Income tax expense	0	0	0	100
Net income (loss)	$ (142,977)	$ (772,175)	$ 3,729,621	$ 9,972,003
Basic income (loss) per share	$ 0	$ (0.02)	$ 0.10	$ 0.27
Weighted average common shares outstanding - basic	37,322,711	38,029,013	37,322,415	36,741,744
Diluted income (loss) per share	$ 0	$ (0.02)	$ 0.05	$ 0.15
Weighted average common shares outstanding - diluted	37,322,711	38,029,013	76,399,311	66,132,544

Nu-Med Plus, Inc. Condensed St5

Nu-Med Plus, Inc. Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income	$ 3,729,621	$ 9,972,003
Adjustment to reconcile net income to net cash used in operating activities:
Depreciation and amortization	8,958	25,986
Stock for services	0	780,142
Gain on debt extinguishment	(6,716,358)	0
Subscriptions payable for services performed	24,949	0
Amortization of debt discount	21,508	0
Gain (loss) on derivative liability	2,632,571	(10,948,770)
Increase in prepaid expenses	0	19,499
Decrease in related party payables	(2,000)	0
(Decrease) increase in accounts payable	(5,065)	2,676
Increase in accrued expense	14,486	9,444
Net cash used in operating activities	(291,330)	(139,020)
Cash flows from investing activities:
Net cash used in investing activities	0	0
Cash flows from financing activities
Proceeds from the sale of common stock and stock payable	729,705	109,500
Payments on convertible notes payable	(27,500)	0
Payments on equipment loan	(14,012)	0
Net cash provided by financing activities	688,193	109,500
Net increase (decrease) in cash	396,863	(29,520)
Cash at beginning of period	12,450	30,903
Cash at end of period	409,313	1,383
Supplemental schedule of cash flow information
Cash paid for interest	1,962	0
Cash paid for income taxes	0	0
Purchase of Equipment for equipment loan financing	35,970	0
Common stock issued for subscription payable	128,809	0
Common stock issued for prepaid services	$ 0	$ 1,000,000

Organization and Description of

Organization and Description of Business	9 Months Ended
	Sep. 30, 2017
Notes
Organization and Description of Business	NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Nu-Med Plus, Inc. is an emerging growth early stage medical device company principally engaged in the design, innovation, development, enhancement and commercialization of beginning, early, and selective later-stage quality medical devices. The Company's immediate focus is on a nitric oxide powder formulation that is 99% pure-with a one year shelf life, a "hospital" generator device with controls, plus built-in safety monitors, that delivers inhaled nitric oxide to replace expensive pressurized canisters, a compact mobile rechargeable device to deliver inhaled nitric oxide gas and a nitric oxide clinical unit, along with research into the application of nitric oxide in wound healing. The Company is incorporated in Utah. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Interim Condensed Financial Statement Presentation The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its December 31, 2016 financial statements. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. b. Revenue Recognition The Company is currently developing its products. It is anticipated that revenue will be recognized on product sales once the product has been shipped to the customers, persuasive evidence of an agreement exists, the price is fixed or determinable, and collectability is reasonably assured. c. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. d. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including convertible notes payable, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. ASC 815, Derivatives and Hedging e. Fair Value All cash, accounts receivable, accounts payable and accrued liabilities are carried at cost, which approximates fair value due to the short-term nature of these financial instruments. Additionally, we measure certain financial instruments at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB Accounting Standards Codification (“ASC”) Topic 820 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Level 1 - Quoted market prices in active markets for identical assets or liabilities; Level 2 - Inputs other than level one inputs that are either directly or indirectly observable; and Level 3 - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is observable. Liabilities measured at fair value on a recurring basis are as follows at September 30, 2017 and December 31, 2016: Level 3 Carrying Value at September 30, 2017 December 31, 2016 Derivative liabilities: Derivative Liability $ 0 $ Total Liabilities Measured at Fair Value $ 0 $ f. Cash and Cash Equivalents The Company considers all deposit accounts and investment accounts with an original maturity of 90 days or less to be cash equivalents. g. Property and equipment Fixed assets are stated at cost. Expenditure for minor repairs, maintenance, and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred. Expenditures exceeding $500 for new assets, or that increase the useful life of existing assets, are capitalized. Depreciation is computed using the straight-line method. The lives over which the fixed assets are depreciated are five to seven years. h. Earnings per Share The computation of earnings per share of common stock is based on the weighted average number of shares outstanding during the period of the financial statement as follows: Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. During the nine months ended September 30, 2017 and September 30, 2016 there were 39,076,600 and 29,390,800 common stock equivalents from outstanding convertible notes included in the nine-month calculation. Earnings per share are shown, both basic and diluted, on the statement of operations. i. Income Taxes Deferred taxes are provided on an asset and liability approach whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. j. Equity Instruments Issued for Non-Cash Items In accordance with ASC Topic 718, the Company records equity instruments issued for non-cash items at the grant-date fair value of the equity instruments issued. k. Recent Accounting Pronouncements In August 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815).” The new standard amends the hedge accounting recognition and presentation requirements in ASC 815. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the timing of adopting the new guidance as well as the impact it may have on its consolidated financial statements. The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations. NOTE 3 - GOING CONCERN The Company acknowledges that the funds on hand as of September 30, 2017, will not be sufficient and funding through the sale of equity capital and short term related party and other shareholder loans in order to meet the planned expenditures for development, operations, and administrative cost over the next 12 months will be required. Planned expenditures are approximately $1,160,000 for the next twelve months. If plans to obtain further financing prove to be insufficient to fund operations, continued viability could be at risk. These factors raise substantial doubt about the Company's ability to continue as a going concern.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2017
Notes
Property and Equipment	NOTE 4 - EQUIPMENT LOAN In April 2017, the Company entered into an equipment loan to purchase a nitric oxide analyzer. The analyzer is a highly technical analyzer that measures levels of nitric oxide and other gases at parts per million. The analyzer is essential to accelerate and validate the development of the nitric oxide producing products under development. The analyzer was purchased under an agreement whereby $10,906 was paid down with payments of $949 plus tax due for each of the twenty-four months. At September 30, 2017 five monthly payments had been made, leaving a current liability of $9,399 and long-term liability of $12,558 under the agreement. At the end of the twenty-four months, the Company has the option to extend the financing agreement for an additional eight payments.

Preferred and Common Stock

Preferred and Common Stock	9 Months Ended
	Sep. 30, 2017
Notes
Preferred and Common Stock	NOTE 5 - PREFERRED STOCK On October 19, 2011, the Company filed Articles of Incorporation with the State of Utah so as to authorize 10,000,000 shares of preferred stock having a par value of $0.001 per share. No preferred shares are issued or outstanding at September 30, 2017. NOTE 6 - COMMON STOCK Previous to 2017, the Company committed to issue 75,000 shares of common stock for having received $24,675 pursuant to various stock subscription agreements. Two of these agreements that had not yet been fully funded expired in August 2017. In February 2017, the Company entered into a stock subscription agreement with an investor for them to invest up to $700,000 to purchase up to 2,800,000 shares of common stock at a price of $0.25 per share. The agreement has a maturity date of February 1, 2018. At September 30, 2017 the Company had received $665,700 under this stock subscription agreement. Also in February, 2017, a second agreement with this same investor allows them to invest up to $20,000 to purchase up to 80,000 shares of common stock at $0.25 per share. The second agreement has a maturity date of December 20, 2017. At September 30, 2017 the Company had received $19,000 under this stock agreement. In September 2017, the Company entered into a stock subscription agreement with an investor for them to invest up to $400,000 to purchase up to 1,600,000 shares of common stock at a price of $0.25 per share. The agreement has a maturity date of September 20, 2018. At September 30, 2017, the Company had received $45,000 under this stock agreement.. Previous to 2017, the Company entered into an agreement with their Chief Financial Officer whereby it issues shares of restricted common stock rather than paying cash for the services performed. During the nine months ended September 30, 2017, under the terms of that agreement, the valuation of the shares earned, but unissued, is $24,949 in services provided, which amount is shown in the financial statements as a subscription payable. On August 18, 2017, the Company issued 500,525 shares of restricted common stock to fulfill its obligations under stock subscription agreements. Of the stock issued, 494,275 shares were issued at $0.25 per share and 6,250 shares were issued at $0.40 per share pursuant to their respective stock subscription agreements. Additionally, the Company has stock subscription agreements still open with unfunded amounts of $390,094 which equal 1,560,377 shares of common stock that are open to be purchased As of the September 30, 2017, the stock purchase agreements and services agreements stated above have resulted in stock subscriptions payable balance of $650,520, which equate to 2,612,848 shares of common stock to be issued.

Convertible Notes and Derivativ

Convertible Notes and Derivative Liability	9 Months Ended
	Sep. 30, 2017
Notes
Convertible Notes and Derivative Liability	NOTE 7 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITY The Company adopted ASC 815 which defines determining whether an instrument (or embedded feature) is solely indexed to an entity’s own stock. The exercise prices of the newly issued and outstanding warrants are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than exercise price of these warrants. If these provisions are triggered, the exercise price of the warrant will be reduced. As a result, the Company has determined that the exercise feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company has bifurcated the exercise feature of the warrants and recorded a derivative liability. ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as another income or expense item. The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with warrants. $100,000 Convertible Promissory Note On November 12, 2012, the Company issued a $100,000 convertible promissory note to SCS as compensation for services provided and to be provided during the period April 1, 2012 through March 31, 2013. The note is due on demand, bears annual interest at 5.5%, and is convertible into shares of common stock at a conversion price to be agreed upon immediately prior to conversion. On September 27, 2013, the Company amended the note to include a conversion price of $0.01 per share for all unpaid principal and interest. This note does not contain price protection feature and therefore, was not treated using derivative accounting. The noteholder advanced an additional $79,810 during the year ended December 31, 2016. As of September 30, 2017 and December 31, 2016 the principal balance of the note was $179,810 and $100,000. The interest accrued, but unpaid, was $31,033 and $26,332, respectively. $130,100 Convertible Promissory Note The Company received, during the year ended December 31, 2013, proceeds from a loan in the amount of $91,600. The Lender agreed to loan the Company up to $10,000 per month effective September 2012, for up to one year. This loan was memorialized in writing on September 30, 2013. The loan is considered to be a demand note, with a maturity 30 days from the receipt of demand and the holder may not make demand for payment until six months from the date thereof. The note contains a price protection feature. The conversion price is up to one share for each $0.01 of principal and accrued but unpaid interest of the note subject to a beneficial ownership limitation. That limitation prevents the holder from owning more than 4.9% of the number of shares of the common stock outstanding after conversion. If the holder's ownership has not previously been reduced to less than 4.9% of the number of shares outstanding, then the limitation shall be 9.9%. In March 2017, the note was modified to remove the price protection conversion feature to a fixed rate of $0.01 per share. These actions taken by the Company to amend the note, resulted in recording a $2,632,571 loss on derivative and a gain of $6,716,358 on extinguishment of debt to remove the derivative liability, both of which were recognized in the three month period ended March 31, 2017. The balance of this note was $130,100 at September 30, 2017 and December 31, 2016 with accrued interest balances of $44,706 and $39,748, respectively. $55,000 Convertible Promissory Note On November 18, 2015, the Company received $55,000 for which it issued a convertible note payable with a maturity date of November 18, 2017, unsecured and convertible into shares of common stock at $0.25 per share with a price protection provision to adjust to a lower conversion price. As the note carries no rate of interest, during 2015, 50,000 shares of restricted common stock were issued in consideration. During the year-ended December 31, 2016, the Company repaid $27,500 of principal. The remaining principal balance of $27,500 was repaid during the period ended March 31, 2017. The remaining debt discount which was recorded at origination of the note has been amortized. The debt discount balance at March 31, 2017 and December 31, 2016 were $0 and $21,508. The repayment of the note resulted in a gain on the change in derivative of $11,810 during the period ended September 30, 2017. During the nine months ended September 30, 2017 we had the following activity in the amounts related to our derivative liabilities, as summarized in the table below: Derivative Liability Debt Discount Loss (Gains) on Derivative Liability Balance at December 31, 2016 $ 4,083,787 $ (21,508) $ 0 Gain (Loss) on derivative liability 2,632,571 0 2,632,571 Gain on debt extinguishment (6,716,358) 0 Amortization of debt discount to interest expense 0 21,508 0 Balance at June 30, 2017 $ 0 $ 0 $ 2,632,571

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2017
Notes
Commitments and Contingencies	NOTE 8 - COMMITMENTS AND CONTINGENCIES Operating Lease Obligations The Company entered into a lease office space in February 2017. The lease has a term of one year, beginning March 1, 2017, with a monthly payment of $950. Previous to entering into this lease the Company rented office space on a month-to-month basis for $1,000 per month. The Company also had a one-year lease on lab space, beginning April 1, 2012 and ending March 31, 2013, with a monthly lease payment of $388. Pursuant to the lease agreement, at the end of one year, the term became month-to-month at the same rate of $388 per month. Contingent Liability In January 2017, the Company filed an action against its former CFO for the return of shares of stock issued to him for services which he did not perform. The Company also included in that action a restraint against him selling stock into the market in violation of the agreement made that he would not sell stock until such time as there was a stable and sustainable market for the stock. The former CFO has filed a counter action against the Company. The Company believes it will prevail in this action.

Prior Period Correction

Prior Period Correction	9 Months Ended
	Sep. 30, 2017
Notes
Prior Period Correction	NOTE 9 – REVISION OF PRIOR QUARTERS FINANCIAL STATEMENTS During the audit of the Company’s financial statements for the year ended December 31, 2016, the Company identified an error relating to the accounting treatment of a convertible note. The note was not accounted for using derivative accounting treatment. The effect of error is to increase the gain on change in the derivative liability for the periods ended September 30, 2016. In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality, and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Measurements in Current Year Financial Statements, the Company determined that the impact of the adjustments relating to the correction of this accounting error are not material to previously issued unaudited consolidated financial statements. Accordingly, these changes are disclosed herein and will be disclosed prospectively. As a result of the aforementioned correction of accounting errors, the revised prior unaudited financial statements have been revised. During the nine months ended September 30, 2016 there was a gain on derivative of approximately $55,368. The effect of these changes is as follows: Effects on financials for the three months ended September 30, 2016: As Previously Reported Adjustments As Revised Gain (loss) on derivative $(8,558) (55,368) (63,926) Total other income/expense (20,992) (55,368) (76,360) Net income (716,807) (55,368) (772,175) Basic earnings per share (0.02) (0.02) Weighted average common shares outstanding – basic and diluted 38,029,613 38,029,013 Effects on financials for the nine months ended September 30, 2016: As Previously Reported Adjustments As Revised Gain (loss) on derivative $133,874 10,814,896 10,948,770 Total other income/expense 96,659 10,814,896 10,911,555 Net income (loss) (842,893) 10,814,896 9,972,003 Basic earnings per share (0.02) 0.27 Weighted average common shares outstanding - basic 37,115,307 36,741,744 Diluted earnings per share (0.00) 0.15 Weighted average common shares outstanding - diluted 37,115,307 66,132,544 Net income (loss) (842,893) 10,814,896 9,972,003 (Gain) on derivative liability feature (133,874) (10,814,896) (10,948,770)

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2017
Notes
Subsequent Events	NOTE 10 - SUBSEQUENT EVENTS On October 26, 2017, the Company issued 320,000 shares of restricted common stock in partial fulfillment of its obligations under the $700,000 stock subscription agreement. The shares were issued at the conversion price of $0.25 per share, pursuant to the stock subscription agreement. The Company has evaluated all other subsequent events pursuant to ASC Topic 855 and has determined that there are no other events that require disclosure as of the date of issuance.

Organization and Description 13

Organization and Description of Business (Policies)	9 Months Ended
	Sep. 30, 2017
Policies
Accounting Method	a. Basis of Interim Condensed Financial Statement Presentation The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its December 31, 2016 financial statements. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.
Revenue Recognition	b. Revenue Recognition The Company is currently developing its products. It is anticipated that revenue will be recognized on product sales once the product has been shipped to the customers, persuasive evidence of an agreement exists, the price is fixed or determinable, and collectability is reasonably assured.
Estimates	c. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Derivative Financial Instruments	d. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including convertible notes payable, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. ASC 815, Derivatives and Hedging
Fair Value	e. Fair Value All cash, accounts receivable, accounts payable and accrued liabilities are carried at cost, which approximates fair value due to the short-term nature of these financial instruments. Additionally, we measure certain financial instruments at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB Accounting Standards Codification (“ASC”) Topic 820 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Level 1 - Quoted market prices in active markets for identical assets or liabilities; Level 2 - Inputs other than level one inputs that are either directly or indirectly observable; and Level 3 - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is observable. Liabilities measured at fair value on a recurring basis are as follows at September 30, 2017 and December 31, 2016: Level 3 Carrying Value at September 30, 2017 December 31, 2016 Derivative liabilities: Derivative Liability $ 0 $ Total Liabilities Measured at Fair Value $ 0 $
Cash and Cash Equivalents	f. Cash and Cash Equivalents The Company considers all deposit accounts and investment accounts with an original maturity of 90 days or less to be cash equivalents.
Property and equipment	g. Property and equipment Fixed assets are stated at cost. Expenditure for minor repairs, maintenance, and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred. Expenditures exceeding $500 for new assets, or that increase the useful life of existing assets, are capitalized. Depreciation is computed using the straight-line method. The lives over which the fixed assets are depreciated are five to seven years.
Earnings Per Share	h. Earnings per Share The computation of earnings per share of common stock is based on the weighted average number of shares outstanding during the period of the financial statement as follows: Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. During the nine months ended September 30, 2017 and September 30, 2016 there were 39,076,600 and 29,390,800 common stock equivalents from outstanding convertible notes included in the nine-month calculation. Earnings per share are shown, both basic and diluted, on the statement of operations.
Income Taxes	i. Income Taxes Deferred taxes are provided on an asset and liability approach whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Equity Instruments Issued For Non-cash Items	j. Equity Instruments Issued for Non-Cash Items In accordance with ASC Topic 718, the Company records equity instruments issued for non-cash items at the grant-date fair value of the equity instruments issued.
New Accounting Pronouncements	k. Recent Accounting Pronouncements In August 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815).” The new standard amends the hedge accounting recognition and presentation requirements in ASC 815. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the timing of adopting the new guidance as well as the impact it may have on its consolidated financial statements. The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.

Organization and Description 14

Organization and Description of Business (Tables)	9 Months Ended
	Sep. 30, 2017
Tables/Schedules
Fair Value, Liabilities Measured on Recurring Basis	Level 3 Carrying Value at September 30, 2017 December 31, 2016 Derivative liabilities: Derivative Liability $ 0 $ Total Liabilities Measured at Fair Value $ 0 $

Convertible Notes and Derivat15

Convertible Notes and Derivative Liability (Tables)	9 Months Ended
	Sep. 30, 2017
Tables/Schedules
Derivative Instruments, Gain (Loss)	Derivative Liability Debt Discount Loss (Gains) on Derivative Liability Balance at December 31, 2016 $ 4,083,787 $ (21,508) $ 0 Gain (Loss) on derivative liability 2,632,571 0 2,632,571 Gain on debt extinguishment (6,716,358) 0 Amortization of debt discount to interest expense 0 21,508 0 Balance at June 30, 2017 $ 0 $ 0 $ 2,632,571

Prior Period Correction (Tables

Prior Period Correction (Tables)	3 Months Ended
	Sep. 30, 2017
Tables/Schedules
Schedule of Error Corrections and Prior Period Adjustments	As Previously Reported Adjustments As Revised Gain (loss) on derivative $(8,558) (55,368) (63,926) Total other income/expense (20,992) (55,368) (76,360) Net income (716,807) (55,368) (772,175) Basic earnings per share (0.02) (0.02) Weighted average common shares outstanding – basic and diluted 38,029,613 38,029,013 Effects on financials for the nine months ended September 30, 2016: As Previously Reported Adjustments As Revised Gain (loss) on derivative $133,874 10,814,896 10,948,770 Total other income/expense 96,659 10,814,896 10,911,555 Net income (loss) (842,893) 10,814,896 9,972,003 Basic earnings per share (0.02) 0.27 Weighted average common shares outstanding - basic 37,115,307 36,741,744 Diluted earnings per share (0.00) 0.15 Weighted average common shares outstanding - diluted 37,115,307 66,132,544 Net income (loss) (842,893) 10,814,896 9,972,003 (Gain) on derivative liability feature (133,874) (10,814,896) (10,948,770)

Organization and Description 17

Organization and Description of Business (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Details
Derivative liability	$ 0		$ 4,083,787
Liabilities, Fair Value Disclosure, Recurring	$ 0		$ 4,083,787
Outstanding common stock equivalents	39,076,600	29,390,800

Going Concern (Details)

Going Concern (Details)	9 Months Ended
	Sep. 30, 2017USD ($)
Details
Planned expenditures	$ 1,160,000

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Details
Equipment Loan down payment	$ 10,906
Equipment Loan payment	949
Equipment loan - current portion	9,399	$ 0
Equipment loan - long-term portion	$ 12,558	$ 0

Preferred and Common Stock (Det

Preferred and Common Stock (Details) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
	Feb. 28, 2017	Jan. 31, 2017	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 02, 2017	Aug. 19, 2017	Aug. 18, 2017	Feb. 02, 2017	Dec. 31, 2016
Details
Preferred stock authorized			10,000,000	10,000,000						10,000,000
Preferred stock par value			$ 0.001	$ 0.001						$ 0.001
Common Stock, Shares Subscribed but Unissued			75,000	75,000
Stock subscription payable (2,612,848 and 75,000 common shares, as of September 30, 2017 and December 31, 2016, respectively)			$ 650,520	$ 650,520						$ 24,675
Common stock issued to fulfill the subscription payable	$ 700,000	$ 20,000
Total stock subscription shares				2,800,000
Fair Value Assumptions, Exercise Price						$ 0.25	$ 0.40	$ 0.25	$ 0.25
Proceeds from the sale of common stock and stock payable			665,700	$ 729,705	$ 109,500
Second total stock subscription shares				80,000
Amount Used From Subscription			$ 19,000
400,000 Stock Subscription Amount				$ 400,000
400,000 Stock Subscription Shares				1,600,000
400,000 Amount Used From Subscription				$ 45,000
Subscriptions payable for services performed				$ 24,949	$ 0
Stock Issued During Period, Shares, Period Increase (Decrease)				500,525
Stock Subscriptions at $0.25				494,275
Stock Subscriptions at $0.40				6,250
amount that the investor has the right to invest				$ 390,094
Total stock subscription right to purchase shares				1,560,377
Shares To Be Issued Under Purchase And Services Agreements				2,612,848

Convertible Notes and Derivat21

Convertible Notes and Derivative Liability (Details) - USD ($)	1 Months Ended		3 Months Ended			6 Months Ended	9 Months Ended		12 Months Ended
	Oct. 31, 2017	Dec. 31, 2015	Sep. 30, 2017	Mar. 31, 2017	Sep. 30, 2016	Jun. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Nov. 12, 2012
Details
SCS convertible promissory note principal			$ 179,810				$ 179,810		$ 100,000		$ 100,000
SCS convertible promissory note interest rate			5.50%				5.50%
SCS convertible promissory note conversion price			$ 0.01				$ 0.01
Proceeds from Notes Payable									79,810	$ 55,000
SCS convertible promissory note interest accrued			$ 31,033				$ 31,033		26,332
Additional Loan Proceeds			91,600				$ 91,600
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current							The Lender agreed to loan the Company up to $10,000 per month effective September 2012, for up to one year.
Debt Instrument, Convertible, Terms of Conversion Feature							The conversion price is up to one share for each $0.01 of principal and accrued but unpaid interest of the note subject to a beneficial ownership limitation. That limitation prevents the holder from owning more than 4.9% of the number of shares of the common stock outstanding after conversion. If the holder's ownership has not previously been reduced to less than 4.9% of the number of shares outstanding, then the limitation shall be 9.9%. In March 2017, the note was modified to remove the price protection conversion feature to a fixed rate of $0.01 per share.
Loss on derivative from $130,100 Convertible Promissory Note							$ 2,632,571
Gain on extinguishment of debt			0		$ 0		6,716,358	$ 0
Convertible Notes Payable			130,100				130,100
convertible note payable accrued interest							$ 44,706		39,748
55,000 convertible promissory note conversion price							$ 0.25
Stock Issued During Period, Shares, New Issues	320,000	50,000
Payments on convertible notes payable							$ 27,500	0
amortized debt discount balance				$ 0					21,508
Amortization of debt discount			0		6,875	$ 21,508	21,508	20,625
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Change in Unrealized Gain (Loss)							11,810
Increase (Decrease) in Deferred Liabilities									4,083,787
amortized debt discount balance				$ 0					(21,508)
Gain (loss) on derivative liability					63,926		2,632,571	(10,948,770)
Gain on debt extinguishment			0		$ 0		(6,716,358)	$ 0
Derivative liability			$ 0				$ 0		$ 4,083,787

Commitments and Contingencies (

Commitments and Contingencies (Details)	9 Months Ended
	Sep. 30, 2017USD ($)
Details
monthly office lease payment	$ 950
monthly lab lease payment	$ 388

Prior Period Correction (Detail

Prior Period Correction (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Gain (loss) on derivative		$ (63,926)	$ (2,632,571)	$ 10,948,770
Total other income/expense	$ (5,228)	(76,360)	4,048,399	10,911,555
Net income	$ (142,977)	$ (772,175)	$ 3,729,621	$ 9,972,003
Basic income (loss) per share	$ 0	$ (0.02)	$ 0.10	$ 0.27
Weighted Average Number of Shares Outstanding, Basic and Diluted			38,029,013
Weighted average common shares outstanding - basic	37,322,711	38,029,013	37,322,415	36,741,744
Diluted income (loss) per share	$ 0	$ (0.02)	$ 0.05	$ 0.15
Weighted average common shares outstanding - diluted	37,322,711	38,029,013	76,399,311	66,132,544
Gain (loss) on derivative liability		$ 63,926	$ 2,632,571	$ (10,948,770)
Scenario, Previously Reported
Gain (loss) on derivative		(8,558)		133,874
Total other income/expense		(20,992)		96,659
Net income		$ (716,807)		$ (842,893)
Basic income (loss) per share		$ (0.02)		$ (0.02)
Weighted Average Number of Shares Outstanding, Basic and Diluted			38,029,613
Weighted average common shares outstanding - basic				37,115,307
Diluted income (loss) per share				$ 0
Weighted average common shares outstanding - diluted				37,115,307
Gain (loss) on derivative liability		$ 8,558		$ (133,874)
Restatement Adjustment
Gain (loss) on derivative		(55,368)		10,814,896
Total other income/expense		(55,368)		10,814,896
Net income		(55,368)		10,814,896
Gain (loss) on derivative liability		$ 55,368		$ (10,814,896)

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	1 Months Ended
	Oct. 31, 2017	Feb. 28, 2017	Jan. 31, 2017	Dec. 31, 2015	Sep. 02, 2017	Aug. 19, 2017	Aug. 18, 2017	Feb. 02, 2017
Details
Stock Issued During Period, Shares, New Issues	320,000			50,000
Common stock issued to fulfill the subscription payable		$ 700,000	$ 20,000
Fair Value Assumptions, Exercise Price					$ 0.25	$ 0.40	$ 0.25	$ 0.25